COMPANY ANNOUNCEMENT UNITED INTERNATIONAL ENTERPRISES LTD. Plantations House H.C. Andersens Boulevard 49, 3 DK-1553 Copenhagen V Tel. + 45 33 93 33 30 Fax + 45 33 93 33 31 e-mail: uie@plantations.biz Company Announcement No. 3/2015 No. of pages: 6 Date: 29 April 2015 Contact Person: Mr. Ulrik Juul Østergaard Managing Director Telephone: + 45 33 93 33 30
Notice of Annual General Meeting Notice is hereby given that the 34th Annual General Meeting of the Company will be held at the registered office, 2nd Floor, One Montague Place, East Bay Street, Nassau, Bahamas on the 3rd day of June 2015 at 11.00 am for the following purposes, namely: 1. Report of the directors for 2014 Presentation by the Chairman of the meeting of a report on the Group s activities for the year. 2. Approval of the Annual Report The Board of Directors proposes that the shareholders approve the audited Annual Report for 2014. 3. The Board of Directors proposal for the distribution of profits The Board of Directors proposes the following distribution of the profit for the year 2014: a. Special interim dividend USD 4.00 per share or 40% was paid in October 2014 USD 14,389,308 b. Final ordinary dividend USD 1.00 per share or 10% USD 3,555,575 c. Final special dividend USD 3.00 per share or 30% USD 10,666,725 d. Transfer to shareholder s equity USD 2,859,392 USD 31,471,000 The final ordinary and special dividend of USD 4.00 in total per share will be paid on the 9th June 2015 to shareholders who are on the register at the close of business on 8th June 2015. The relevant dates regarding the payment of dividend are: Dividend Date Cum dividend 3 June 2015 Ex dividend 4 June 2015 Record date 8 June 2015 Payment date 9 June 2015 4. Election of members to the Board of Directors The Board of Directors proposes re-election of the following two Directors who retire by rotation: a. Mr. Martin Bek-Nielsen offers himself for re-election at the Annual General Meeting b. Mr. John Goodwin offers himself for re-election at the Annual General Meeting Mr. Kjeld Ranum is also retiring but will not be offering himself for election at the AGM. The other Directors of the Board are not up for election. A description of the two Directors on re-election is available in Appendix 1. 1
5. Authorisation to acquire treasury shares The Board of Directors proposes that the shareholders, by means of an ordinary resolution to be tabled at the Annual General Meeting, authorise the Company to acquire treasury shares of up to 5% of the issued share capital of the Company at any time up to 3 June 2020. The purchase price must not deviate more than 10% from the price quoted on NASDAQ Copenhagen A/S at the time of acquisition. 6. To fix the remuneration of the Board of Directors and members of the Audit Committee for 2015 a. The Board of Directors proposes approval of the remuneration level for the Directors of the Board for 2015 which remains unchanged compared with the remuneration in 2014: Chairman of the Board of Directors: USD 47,500 p.a. Deputy Chairman of the Board of Directors: USD 37,500 p.a. Other members of the Board of Directors: USD 27,500 p.a. b. The Board of Directors proposes the approval of the remuneration level for the members of the Audit Committee for 2015, which remains unchanged, compared with the remuneration in 2014: Chairman of the Audit Committee: USD 9,000 p.a. Other members of the Audit Committee: USD 6,000 p.a. 7. To appoint the auditors and to authorise the Board of Directors to fix the auditor s fee The Board of Directors proposes the reappointment of Ernst & Young and that the auditor s fee is fixed by the Board of Directors. Share capital, conditions of adoption and shareholders voting rights UIE s issued share capital amounts to USD 35,555,750 consisting of 3,555,575 issued shares of USD 10.00 each. As UIE does not own any treasury shares, the total voting rights at the Annual General Meeting is 3,555,575. The votes will be based on the principle of one vote per share. No business shall be transacted at any general meeting unless a quorum is present. A quorum exists when more than 10% of the issued shares of the Company are present in person or by proxy. The record date is Tuesday 5 May 2015. Shareholders who own shares in the Company on the record date are entitled to participate and vote at the Annual General Meeting. 2
Proxies A member of the Company, entitled to attend and vote at the meeting, is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not also be a member. A proxy form will be forwarded to all registered shareholders on Thursday 7 May 2015. The proxy form must be received at the registered office no less than 48 hours before the meeting, or at the Copenhagen Representative Office (Plantation House, H.C. Andersens Boulevard 49, DK-1553 Copenhagen V) on Wednesday 27 May 2015. By order of the Board of Directors. Alison Treco Company Secretary 29 April 2015 3
Appendix 1 - Board members for re-election at the Annual General Meeting 2015 Mr. Martin Bek-Nielsen Mr. Martin Bek-Nielsen was born in 1975 and is a Danish citizen with a permanent resident status in Malaysia. He is Deputy Chairman of the Board in United International Enterprises Limited ( UIE ). Mr. Martin Bek-Nielsen served his military service at the Jutland Dragoon Regiment Jydske Dragonregiment from 1994 til 1995. In 1995 he received his initial training as Cadet Planter in United Plantations ( UP ). In 1996, he moved to Denmark to pursue his tertiary education at the Royal Danish Veterinary and Agricultural University, and finished his Bachelor s degree in agricultural economics in 1999. After finishing his studies, he returned to Malaysia to pursue his career with UP. In August 2000, he was appointed to the Board of UP and in 2001 he was appointed to the position of Executive Director. On 20 February 2003, Mr. Martin Bek-Nielsen was promoted to his current position as Executive Director (Finance and Marketing) and on 9 November 2004, he was appointed Commercial Director of Unitata Berhad, a subsidiary company of UP. In 2003, he was appointed to the board of Aarhus United A/S which in 2005 merged with Karlshamn AB to form AarhusKarlshamn AB ( AAK ). Mr. Martin Bek-Nielsen stepped down from the Board of AAK in 2013 in conjunction with UIE s exit as major shareholder in AAK. In 2004, he was appointed Director of UIE s Board, and on 14 June 2005, he was promoted to his current position as Deputy Chariman of UIE s board. Mr. Martin Bek-Nielsen is Board Member of The Working Committee for Marketing and Promotion of Malaysian Palm Oil, which is an affiliated organisation under the Malaysian Palm Oil Association (MPOA). Mr. Martin Bek-Nielsen is the son of Ybhg. Tan Sri Dato Seri B. Bek-Nielsen, founder of UIE and brother to Dato Carl Bek-Nielsen, who is Chairman of the Board. 4
Mr. John Goodwin Mr. John Goodwin was born in South Africa in 1944. After finishing his schooling in Cape Town, he qualified with an economics degree and thereafter was admitted to the South African Institute of Chartered Accountants in 1968. In 1969, he immigrated to the United Kingdom. After two years with an international firm of chartered accountants, he then spent 12 years in investment banking, specializing in corporate finance, working in London, with Accepting House Arbuthnot Latham & Co, in the UK, then as Chief Executive of Chartered Merchant Bankers and in Australia as head of the Standard Chartered Bank s Corporate Finance Advisory activities in the country. In 1983, he joined the Group based in Copenhagen, Denmark, in the capacity of Managing Director of the Group Holding Company, International Plantations & Finance Ltd. ( IPF ). IPF was merged with United International Enterprises Limited in 2002 and the same year, he was appointed Managing Director of the company. In 1984 he was appointed to the Board of Aarhus Oliefrabrik A/S (which later changed name to Aarhus United A/S), and in 1993, he was appointed Managing Director of the company, a position he relinquished in 1997. During this time he became reasonably fluent in the Danish language. Mr. John Goodwin served on the Board of Fediol in 1993-95, was President of the Federation of Oils and Fats Associations in 1996-97 and was appointed President of The International Association of Seedcrushers ( IASC ) - an umbrella organisation serving the interests of the global oilseeds industry for a three year period com-mencing in March 2003. He is the Deputy Chairman of the Danish-UK Chamber of Commerce. Mr. John Goodwin is Board Member of Mariana Resources Limited, which is a mining company listed on AIM, London. At the Company s Ordinary General Meeting on 10 June 2009, Mr. John Goodwin retired his position as the Company s Managing Director, after more than 26 years in UIE. 5